De novo/ Acquired         Date
Lake Forest Bank                                                 De novo          December, 1991
Hinsdale Bank                                                    De novo           October, 1993
North Shore Bank                                                 De novo         September, 1994
Libertyville Bank                                                De novo           October, 1995
Barrington Bank                                                  De novo          December, 1996
Crystal Lake Bank                                                De novo          December, 1997
Northbrook Bank                                                  De novo          November, 2000
Advantage Bank (organized 2001)                                 Acquired           October, 2003
Village Bank (organized 1995)                                   Acquired          December, 2003
Beverly Bank                                                     De novo             April, 2004
Wheaton Bank (formerly Northview Bank; organized 1993)          Acquired         September, 2004
Town Bank (organized 1998)                                      Acquired           October, 2004
State Bank of The Lakes (organized 1894)                        Acquired           January, 2005
First Northwest Bank (organized 1995; merged into               Acquired             March, 2005
Village Bank in May 2005)
Old Plank Trail Bank                                             De novo             March, 2006
St. Charles Bank (formerly Hinsbrook Bank; organized            Acquired               May, 2006
1987)

Following is a summary of the activity related to the expansion of the Company's banking franchise since March 31, 2008:
2008 Banking Expansion Activity
• New branch locations:

† Vernon Hills, Illinois - a branch of Libertyville Bank

Management's ongoing focus is to balance further asset growth with earnings growth by seeking to more fully leverage the existing capacity within each of the operating subsidiaries. One aspect of this strategy is to continue to pursue specialized earning asset niches in order to maintain the mix of earning assets in higher-yielding loans as well as diversify the loan portfolio. Another aspect of this strategy is a continued focus on less aggressive deposit pricing at the Banks with significant market share and more established customer bases. Niche Lending
The Company conducts its niche lending through indirect non-bank subsidiaries and divisions of its Banks.
First Insurance Funding Corporation ("FIFC") is the Company's most significant specialized earning asset niche, originating approximately $889 million in loan (premium finance receivables) during the first quarter of 2009. FIFC makes loans to businesses to finance the insurance premiums they pay on their commercial insurance policies. The loans are originated by FIFC working through independent medium and large insurance agents and brokers located throughout the United States. The insurance premiums financed are primarily for commercial customers' purchases of liability, property and casualty and other commercial insurance. This lending involves relatively rapid turnover of the loan portfolio and high volume of loan originations. Because of the indirect nature of this lending and because the borrowers are located nationwide, this segment may be more susceptible to third party fraud than relationship lending; however, management established various control procedures to mitigate the risks associated with this lending. The majority of these loans are purchased by the Banks in order to more fully utilize their lending capacity as these loans generally provide the Banks with higher yields than alternative investments. However, excess FIFC originations over the capacity to retain such loans within the Banks' loan portfolios may be sold to unrelated third parties with servicing retained. On November 1, 2007, the Company acquired Broadway Premium Funding Corporation ("Broadway"). Broadway is a commercial finance company that specializes in financing insurance premiums for corporate entities. Its products are marketed through insurance agents and brokers to their small to mid-size corporate clients primarily in the northeastern United States and California. On October 1, 2008, Broadway merged with its parent, FIFC, but continues to utilize the Broadway brand in serving its segment of the marketplace.
Additionally, in 2007, FIFC began to make loans to irrevocable life insurance trusts to purchase life insurance policies for high net-worth individuals. The loans are originated through independent insurance agents with assistance from financial advisors and legal counsel. The life insurance policy is the primary form of collateral. In addition, these loans can be secured with a letter of credit or certificate of deposit.
Tricom Inc. ("Tricom"), operating since 1989, specializes in providing high-yielding, short-term accounts receivable financing and value-added, out-sourced administrative services, such as data processing of payrolls, billing and cash management services, to clients in the temporary staffing industry. Tricom's clients, located throughout the United States, provide staffing services to businesses in diversified industries. These receivables may involve greater credit risks than generally associated with the loan portfolios of more traditional community banks depending on the marketability of the collateral. The principal sources of repayments on the receivables are payments to borrowers from their customers who are located throughout the United States. Tricom mitigates this risk by employing lockboxes and other cash management techniques to protect its interests. Tricom's revenue principally consists of interest income from financing activities and fee-based revenues from administrative services.

Wintrust Mortgage Corporation ("WMC") (formerly WestAmerica Mortgage Company) engages in the origination and purchase of residential mortgages for sale into the secondary market. WMC sells its loans with servicing released and does not currently engage in servicing loans for others. WMC maintains principal origination offices in ten states, including Illinois, and originates loans in other states through wholesale and correspondent offices. WMC provides the Banks with the ability to use an enhanced loan origination and documentation system which allows WMC and each Bank to better utilize existing operational capacity and expand the mortgage products offered to the Banks' customers. In December 2008, Wintrust Mortgage Corporation acquired certain assets and assumed certain liabilities of the mortgage banking business of Professional Mortgage Partners ("PMP").
In addition to the earning asset niches provided by the Company's non-bank subsidiaries, several earning asset niches operate within the Banks. Hinsdale Bank operates a mortgage warehouse lending program that provides loan and deposit services to mortgage brokerage companies located predominantly in the Chicago metropolitan area, Crystal Lake Bank has a specialty in small aircraft lending, Lake Forest Bank has a franchise lending program and Barrington Bank has the Community Advantage program which provides lending, deposit and cash management services to condominium, homeowner and community associations. The Company continues to pursue the development or acquisition of other specialty lending businesses that generate assets suitable for bank investment and/or secondary market sales.
In the third quarter of 2008, the Company ceased the origination of indirect automobile loans. This niche business served the Company well over the past twelve years in helping de novo banks quickly, and profitably, grow into their physical structures. Competitive pricing pressures have significantly reduced the long-term potential profitably of this niche business. Given the current economic environment and the retirement of the founder of this niche business, exiting the origination of this business was deemed to be in the best interest of the Company. The Company will continue service its existing portfolio for the duration of the life of the existing credits. Wealth Management
Wayne Hummer Investments LLC ("WHI"), a registered broker-dealer, provides a full-range of investment products and services tailored to meet the specific needs of individual and institutional investors throughout the country, but primarily in the Midwest. In addition, WHI provides a full range of investment services to clients through a network of relationships with unaffiliated community-based financial institutions located primarily in Illinois. Although headquartered in Chicago, WHI also operates an office in Appleton, Wisconsin and has branch locations in a majority of the Company's Banks.
Wayne Hummer Asset Management Company ("WHAMC"), a registered investment advisor, is the investment advisory affiliate of WHI. WHAMC provides money management, financial planning and investment advisory services to individuals and institutional, municipal and tax-exempt organizations. WHAMC also provides portfolio management and financial supervision for a wide-range of pension and profit sharing plans. In the second quarter of 2009, WHAMC purchased certain assets and assumed certain liabilities of Advanced Investment Partners, LLC ("AIP"). AIP is an investment management firm specializing in the active management of domestic equity investment strategies.
Wayne Hummer Trust Company ("WHTC") was formed to offer trust and investment management services to all communities served by the Banks. In addition to offering trust services to existing bank customers at each of the Banks, WHTC targets small to mid-size businesses and affluent individuals whose needs command the personalized attention offered by WHTC's experienced trust professionals. Services offered by WHTC typically include traditional trust products and services, as well as investment management services.

The following table presents a summary of the approximate amount of assets under administration and/or management in the Company's wealth management operating subsidiaries as of the dates shown:

                                           March 31,      December 31,      March 31,
     (Dollars in thousands)                  2009             2008            2008
     WHTC                                $ 1,328,785      $ 1,168,321     $   968,330
     WHAMC (1)                               332,715          399,799         446,142
     WHAMC's proprietary mutual funds          8,372            7,311          13,115
     WHI - brokerage assets in custody     3,700,000        4,000,000       5,200,000

(1) Excludes the proprietary mutual funds managed by WHAMC

The decrease in assets under administration and/or management in the first quarter of 2009 was primarily due to lower market valuations. Treasury Capital Purchase Program
On October 3, 2008, the Emergency Economic Stabilization Act of 2008 ("EESA") was signed into law. Under the EESA, the U.S. Department of the Treasury (the "Treasury") has the authority to, among other things, invest in financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. Pursuant to this authority, the Treasury announced its Troubled Asset Relief Program ("TARP") Capital Purchase Program ("CPP"), under which it is purchasing senior preferred stock and warrants in eligible institutions to increase the flow of credit to businesses and consumers and to support the economy.
On December 19, 2008, the Company entered into an agreement with the Treasury to participate in the CPP, pursuant to which the Company issued and sold preferred stock and a warrant to Treasury, in exchange for aggregate consideration of $250 million. Treasury is permitted to amend the agreement unilaterally in order to comply with any changes in applicable federal statutes.
The preferred stock qualifies as Tier 1 capital and pays a cumulative dividend rate of five percent per annum for the first five years and a rate of nine percent per annum after year five. The preferred stock is non-voting, other than class voting rights on certain matters that could amend the rights of or adversely affect the stock. The preferred stock is redeemable after three years with the approval of the appropriate federal banking agency. Prior to the end of three years, the preferred stock may be redeemed with the proceeds from a qualifying equity offering of any Tier 1 perpetual preferred or common stock resulting in proceeds of not less than 25 percent of the issue price of the preferred stock. The Treasury may transfer the preferred stock to a third party at any time. Participation in the CPP restricts the Company's ability to increase dividends on its common stock or to repurchase its common stock until three years have elapsed, unless (i) all of the preferred stock issued to the Treasury is redeemed, (ii) all of the preferred stock issued to the Treasury has been transferred to third parties, or (iii) the Company receives the consent of the Treasury. In conjunction with the purchase of preferred stock, the Treasury received warrants to purchase 1,643,295 shares of the Company's common stock for an aggregate market price of $37,500,000. The warrant is immediately exercisable and has a ten year term.
In conjunction with the Company's participation in the CPP, the Company was required to adopt the Treasury's standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under the CPP. These standards generally apply to the chief executive officer, chief financial officer, plus the three most highly compensated executive officers. In addition, the Company is required to not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive.
In addition, participation in the CPP subjects the Company to increased oversight by the Treasury, regulators and Congress. Under the terms of the CPP, the Treasury has the power to unilaterally amend the terms of the purchase agreement to the extent required to comply with changes in applicable federal law and to inspect corporate books and records through Wintrust's federal banking regulator. In addition, the Treasury has the right to appoint two directors to the Wintrust board if the Company misses dividend payments for six dividend periods, whether or not consecutive, on the preferred stock.

Congress has held hearings on implementation of TARP. On January 21, 2009, the U.S. House of Representatives approved legislation amending the TARP provisions of EESA to include quarterly reporting requirements with respect to lending activities, examinations by an institution's primary federal regulator of use of funds and compliance with program requirements, restrictions on acquisitions by depository institutions receiving TARP funds, and authorization for Treasury to have an observer at board meetings of recipient institutions, among other things. Although it is unclear whether this legislation will be enacted into law, its provisions, or similar ones, may be imposed administratively by the Treasury. In addition, Congress may adopt other legislation impacting financial institutions that obtain funding under the CPP or changing lending practices that legislators believe led to the current economic situation. Such provisions could restrict or require changes to lending or governance practices or increase governmental oversight of businesses. For additional discussion on this topic see "Item 1. Business-Supervision and Regulation", beginning on page seven of the Company's 2008 Form 10-K and "Item 1A. Risk Factors-Recent legislative and regulatory initiatives to address difficult market and economic conditions may not restore liquidity and stability to the United States financial system" beginning on page 21 of the Company's 2008 Form 10-K.
The Company may not redeem the preferred stock it sold to the Treasury prior to February 15, 2012 unless it has received aggregate gross proceeds from one or more qualified equity offerings (as described below) equal to $62,500,000, which equals 25% of the aggregate liquidation amount of the preferred stock the Company sold Treasury. If such qualified equity offerings are made, then the Company may redeem the preferred stock in whole or in part, subject to the approval of the Federal Reserve Board, upon notice as described below, up to a maximum amount equal to the aggregate net cash proceeds received by us from such qualified equity offerings. A "qualified equity offering" is a sale and issuance for cash by the Company, to persons other than the Company or its subsidiaries after December 19, 2008, of shares of perpetual preferred stock, common stock or a combination thereof, that in each case qualify as Tier 1 capital at the time of issuance under the applicable risk-based capital guidelines of the Federal Reserve Board.
On or after February 15, 2012, the Company may redeem the preferred stock sold to the Treasury at any time, in whole or in part, subject to the approval of the Federal Reserve Board and the notice requirements described below. Pursuant to the American Recovery and Reinvestment Act of 2009, or the ARRA, financial institutions that receive assistance under TARP may, subject to consultation with the appropriate Federal banking agency, repay such assistance without regard to the waiting period and source requirements described above. The ARRA further provides that in the event a recipient repays such assistance, the Secretary of the Treasury will liquidate the warrants associated with such assistance at the current market price. The shares of preferred stock and the warrant sold by Wintrust to the initial selling security holder are subject to these provisions of the ARRA.
The Secretary of the Treasury has not yet published any detailed guidance on the repayment process. Wintrust will evaluate its options as additional guidance becomes available.

RESULTS OF OPERATIONS
Earnings Summary
The Company's key operating measures for 2009, as compared to the same period
last year, are shown below:

                                                                       Three Months            Three Months           Percentage (%) or
                                                                          Ended                   Ended               Basis Point (bp)
(Dollars in thousands, except per share data)                         March 31, 2009          March 31, 2008               Change
Net income                                                           $        6,358           $       9,705                  (34) %
Net income per common share - Diluted                                          0.06                    0.40                   (85 )

Net revenue (1)                                                             101,209                  86,314                    17
Net interest income                                                          64,782                  61,742                     5

Net interest margin (2)                                                        2.71 %                  2.98 %                (27)  bp
Net overhead ratio (3)                                                         1.53                    1.64                   (11 )
Efficiency ratio (2) (4)                                                      74.10                   71.12                   298
Return on average assets                                                       0.24                    0.42                   (18 )
Return on average common equity                                                0.71                    5.25                  (454 )

At end of period
Total assets                                                         $   10,818,941           $   9,732,466                    11 %
Total loans, net of unearned income                                       7,841,447               6,874,916                    14
Total deposits                                                            8,625,977               7,483,582                    15
Junior subordinated debentures                                              249,502                 249,621                     -
Total shareholders' equity                                                1,063,227                 753,293                    41
Book value per common share                                                   32.64                   31.97                     2
Market price per common share                                                 12.30                   34.95                   (65 )
Allowance for credit losses to total loans (5)                                 0.97 %                  0.79 %                  18  bp
Non-performing loans to total loans                                            2.24                    1.33                    91

(1) Net revenue is net interest income plus non-interest income.

(2) See following section titled, "Supplemental Financial Measures/Ratios" for additional information on this performance measure/ratio.

(3) The net overhead ratio is calculated by netting total non-interest expense and total non-interest income, annualizing this amount, and dividing by that period's total average assets. A lower ratio indicates a higher degree of efficiency.

(4) The efficiency ratio is calculated by dividing total non-interest expense by tax-equivalent net revenue (less securities gains or losses). A lower ratio indicates more efficient revenue generation.

(5) The allowance for credit losses includes both the allowance for loan losses and the allowance for lending-related commitments.

Certain returns, yields, performance ratios, and quarterly growth rates are "annualized" in this presentation and throughout this report to represent an annual time period. This is done for analytical purposes to better discern for decision-making purposes underlying performance trends when compared to full-year or year-over-year amounts. For example, balance sheet growth rates are most often expressed in terms of an annual rate. As such, 5% growth during a quarter would represent an annualized growth rate of 20%.

Supplemental Financial Measures/Ratios
The accounting and reporting polices of Wintrust conform to generally accepted accounting principles ("GAAP") in the United States and prevailing practices in the banking industry. However, certain non-GAAP performance measures and ratios are used by management to evaluate and measure the Company's performance. These include taxable-equivalent net interest income (including its individual components), net interest margin (including its individual components) and the efficiency ratio. Management believes that these measures and ratios provide users of the Company's financial information with a more meaningful view of the performance of interest-earning assets and interest-bearing liabilities and of the Company's operating efficiency. Other financial holding companies may define or calculate these measures and ratios differently.
Management reviews yields on certain asset categories and the net interest margin of the Company and its banking subsidiaries on a fully taxable-equivalent ("FTE") basis. In this non-GAAP presentation, net interest income is adjusted to reflect tax-exempt interest income on an equivalent before-tax basis. This measure ensures comparability of net interest income arising from both taxable and tax-exempt sources. Net interest income on a FTE basis is also used in the calculation of the Company's efficiency ratio. The efficiency ratio, which is calculated by dividing non-interest expense by total taxable-equivalent net revenue (less securities gains or losses), measures how much it costs to produce one dollar of revenue. Securities gains or losses are excluded from this calculation to better match revenue from daily operations to operational expenses.
A reconciliation of certain non-GAAP performance measures and ratios used by the Company to evaluate and measure the Company's performance to the most directly comparable GAAP financial measures is shown below:

                                                        Three Months Ended
                                                             March 31,
         (Dollars in thousands)                         2009          2008
         (A) Interest income (GAAP)                   $ 122,079     $ 136,176
         Taxable-equivalent adjustment:
         - Loans                                            158           200
         - Liquidity management assets                      451           511
         - Other earning assets                              11            13
. . .